| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FISCHER WATT GOLD CO INC [ FWGO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 11/09/2000 | J4 | 3,300,000 | A | $0.025 | 12,120,900 | I | Indirect by James Michael Seed Trust | |||||||
| Common Stock | 04/01/2003 | M4 | 500,000 | A | $0.01 | 12,620,900 | D | ||||||||
| Common Stock | 07/01/2003 | C4 | 1,650,000 | A | $0.025 | 14,270,900 | I | Indirect by James Michael Seed Trust | |||||||
| Common Stock | 12/16/2003 | M4(1) | 100,000 | A | $0.1125 | 14,370,900 | D | ||||||||
| Common Stock | 07/01/2005 | J4 | 875,000 | A | $0.2 | 15,245,900 | I | Indirect by James Michael Seed Trust | |||||||
| Common Stock | 10/05/2005 | M4(1) | 500,000 | A | $0.01 | 15,745,900 | D | ||||||||
| Common Stock | 01/20/2006 | J5 | 3,000,000 | A | $0.05 | 18,745,900 | I | Indirect by James Michael Seed Trust | |||||||
| Common Stock | 06/30/2007 | M4 | 750,000 | A | $0.05 | 19,495,900 | I | Indirect by James Michael Seed Trust | |||||||
| Common Stock | 304,900 | I | Indirect by Fred M. Seed JMS Childrens Trust | ||||||||||||
| Common Stock | 165,800 | I | Indirect by Fred M. Seed Foundation | ||||||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Stock Option (Rt to Buy) | $0.01 | 04/01/2003 | 4M | 500,000 | 10/27/1999 | 10/31/2005 | Common Stock | 500,000 | $0.01 | 0 | D | |||
| Stock Purchase Warrants (Rt to Buy) | $0.025 | 10/18/2000 | 4P | 1,650,000 | 10/18/2000 | 07/01/2003(4) | Common Stock | 1,650,000 | $0.025 | 1,650,000 | I | Indirect by James Michael Seed Trust | ||
| Stock Purchase Warrants (Rt to Buy) | $0.025 | 07/01/2003 | 4C | 1,650,000 | 10/18/2000 | 07/01/2003(4) | Common Stock | 1,650,000 | $0.025 | 0 | I | Indirect by James Michael Seed Trust | ||
| Stock Option (Rt to Buy) | $0.1125 | 12/16/2003 | 4M | 100,000 | 12/16/1998 | 12/16/2003 | Common Stock | 100,000 | $0.1125 | 0 | D | |||
| Stock Option (Rt to Buy) | $0.01(2) | 11/07/2001 | 4M | 500,000 | 11/07/2001 | 10/31/2005 | Common Stock | 500,000 | $0.01 | 500,000 | D | |||
| Stock Option (Rt to Buy) | $0.01 | 10/05/2005 | 4M | 500,000 | 11/07/2001 | 10/31/2005 | Common Stock | 500,000 | $0.01 | 0 | D | |||
| Stock Option (Rt to Buy) | $0.05 | 06/02/2002 | 4M | 500,000 | 06/02/2002 | 06/30/2007 | Common Stock | 500,000 | $0.05 | 500,000 | I | Indirect by James Michael Seed Trust | ||
| Stock Option (Rt to Buy) | $0.05 | 06/30/2007 | 4M | 250,000(3) | 06/02/2002 | 06/30/2007 | Common Stock | 250,000 | $0.05 | 750,000 | I | Indirect by James Michael Seed Trust | ||
| Stock Option (Rt to Buy) | $0.05 | 06/30/2007 | 4P | 750,000 | 06/02/2002 | 06/30/2007 | Common Stock | 750,000 | $0.05 | 0 | I | Indirect by James Michael Seed Trust | ||
| Stock Option (Rt to Buy) | $0.1125 | 07/06/2004 | M5 | 100,000 | 07/06/2004 | 07/31/2009 | Common Stock | 100,000 | $0.1125 | 100,000 | D | |||
| Stock Option (Rt to Buy) | $0.1 | 07/27/2006 | 4M | 500,000 | 07/27/2006 | 07/26/2011 | Common Stock | 500,000 | $0.1 | 600,000 | D | |||
| Stock Option (Rt to Buy) | $0.1 | 05/22/2007 | M5 | 300,000 | 05/22/2007 | 05/22/2012 | Common Stock | 300,000 | $0.1 | 900,000 | D | |||
| Explanation of Responses: |
| 1. Shares issued in consideration of funds loaned to the Issuer, or in repayment of funds loaned to the Issuer, and/or interest on the funds loaned to the Issuer. |
| 2. These stock options were originally granted at an exercise price of $0.05. On November 7, 2001, the Issuer's Board of Directors reduced the exercise price of these stock options to $0.025. |
| 3. Reporting Person acquired stock options by assignment from a director of the Issuer. |
| 4. These stock purchase warrants originally had an expiration date of February 28, 2003. The Issuers Board of Directors extended the expiration date to July 1, 2003. |
| /s/ James Michael Seed | 05/26/2009 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||